Veara MLS - Real Estate Data Subscription Agreement

Last Updated:  December 20, 2007

Broker/Agents establishing a Real Estate Data Subscription service relationship with Veara agree to abide by the following terms and conditions:

Term
Subject to termination as specified, this Agreement shall remain active and in effect provided the Broker/Agent/Agent maintains a current account with the Company.

Industry Standards
Broker/Agent acknowledges that Company is a provider of data technology for the real estate industry. In this capacity, Company and Broker/Agent agree to conduct all activities in accordance with any MLS guidelines, contracts or other industry standards regarding the conveyance and display of real estate property listing data.

Authorization
Broker/Agent acknowledges that an Agreement is in force which permits the Broker/Agent access to property listing data from one or more multiple listing services (confirmation copies of these agreements are attached to this Agreement or on file with the Company). Broker/Agent authorizes the Company to act on its’ behalf solely and specifically for the purpose of obtaining property listing data from a source or sources as specified by the Broker/Agent and integrating this property listing data into the Broker/Agent’s website or sites as directed.

Credentials
Broker/Agent agrees to provide detailed and current information related to the MLS or data source which is providing the property listing data. This information shall include; Internet addresses for obtaining the property listing data and any user names and passwords which may be required for access and retrieval of the property listing data. Company agrees to maintain a high level of confidentiality regarding security information provided by the Broker/Agent to the Company and not to permit the release or use of data authorized by the Broker/Agent except for the purposes of this Agreement.

Status
Subject to Broker/Agent maintaining a current account with the Company, Company shall provide the capability to the Broker/Agent for automatically obtaining an update of all property listing data available to Broker/Agent from MLS or data source and integrating this property listing data into Broker/Agent’s website as outlined by this Agreement.  For any changes made by the MLS which affects the data provided to the Company and results in software modification to insure proper data to the Broker/Agent web site the Company shall collect a amount commensurate with costs of programming divided by the number of users of the select MLS profile.

Technology and Systems
Broker/Agent agrees that all systems used to deliver services under this Agreement are the property of the Company. Broker/Agent agrees that all right, title, and interest in and to the system shall remain vested with the Company. At no time shall the Broker/Agent or a third party designated by the Broker/Agent seek to disassemble, de-compile, reverse engineer or apply any process, technique or procedure to the system in an attempt to ascertain or derive the source code or source listings or any trade secret information contained therein. Nothing in this Agreement shall be deemed to convey any ownership rights in the system to the Broker/Agent.

MLS Changes and Software Upgrades
Periodically the MLS where the Company is providing services for the Broker/Agent will modify their data structure or other software.  This change can necessitate a change in the structure of the software the Company uses to provide service.  Any costs associated with these changes shall be the responsibility of the Broker/Agent receiving the services and shall be billed to their account.  The Company reserves the right to prorate any MLS related fees among all users of a specified MLS data feed.

From time to time the Company shall update and upgrade its software in order to better provide services.  These upgrades and any associated costs shall be the responsibility of the Broker/Agent.  The costs associated with these upgrades shall be the responsibility of the Broker/Agent receiving the services for their site and shall be billed to their account.

Payment to Company
In consideration of the use by the Broker/Agent of the system, Broker/Agent agrees to pay the Company according to the Fee Schedule outlined in this Agreement. The first month shall be the first month in which the Company provides data to the Broker/Agent web site.  The Fee Schedule does not include; fees charged by your MLS, customized programming, business consultation, sales, use, excise, personal property or other similar taxes or duties, or any and all such taxes which shall be paid by Broker/Agent. All payments hereunder shall be in US Dollars and shall be charged to or debited according to payment information on file for the Broker/Agent.

It is the responsibility of the Broker/Agent to insure that all billing information is current and funds are available for any services.  Any payments not paid within 15 days of due date will be considered late and shall incur a $35.00 late charge. Any account not paid on or before the 30th day following the due date are subject to suspension without further notice.  A $50.00 fee will be charged to reactivate any suspended account.  Such interruption does not relieve YOU from the obligation to pay any and all amounts.  There is a $50 fee for any check returned to us for non-sufficient funds or stopped payment. Any credit card charge back activity associated with your account is subject to an immediate $250.00 fee . A $300.00 fee will be accessed for all accounts written-off by Veara and sent to collections.

Payments may be processed by the following Company partners; Computers Plus, Veara PayPal.

Company Fee Schedule (does not include MLS fees which are separate)

Real Estate Professional Program

Content Manager for Real Estate software
Integrated MLS IDX data services – one MLS
Support ticket tracking system

Annual Service Cost $719.40 per web site
Content Manager for Real Estate software included
Web Site Aliases $60.00 Annual per domain
Additional Stand-Alone Websites $195.00 Annual
Setup $95.00

Optional Services:

Description	Cost
Real Estate Site Hosting with Control Panel - Annual	$450.00
Content Manager for Real Estate Upgrade	$495.00
Email Notification Add-On Software	$795.00
Email Notification Services - Monthly	$35.00
SEO SiteMap Service	$395.00
SEO SiteMap Service - Monthly	$25.00
Google Map Connection	$695.00
VOW Registration and Login	$795.00
System Consultation	$75.00

A $50.00 setup or installation charge applies to all hosting and options.  Content Manager for Real Estate can be customized to fit most any need or desire.  Please consult your Veara Business Development Manager for more information.

See Veara account manager for additional programs for web designers, professional developers and MLS marketing.

* MLS Data Source and hosting subscriptions are monthly fees to be paid annually.  A 30 day prior notice is required of intent to cancel service.  If Broker/Agent account for MLS service is cancelled within the first 12 months of service the Broker/Agent shall be responsible and liable for the full annual cost of service for the Broker/Agent web site services in addition to any development costs associated with the software required to interface with the specific MLS data on behalf of the Broker/Agent or their developer.

System Requirements
A Microsoft based website installed and running publicly on the Internet.

System Support
Company will provide email and or voice technical assistance to Broker/Agent or designated staff as required to establish and maintain a connection to property listing data. The Broker/Agent shall see that the Company receives any FTP or administrative access needed in order to establish or maintain the services elected by the Broker/Agent.

Company agrees to provide the following resources in support of the system:

One qualified Company project manager assigned to work with Broker/Agent with the authority to make binding decisions for Company and who shall also be responsible for all internal communications with Company personnel;

Email and telephone support to Broker/Agent staff for the system during regular Company business hours or as specified by the Company. Such support will be for technical and operational questions regarding the system. Broker/Agent shall provide the following resources to engage Company support:

Broker/Agent shall designate a person to be the liaison to the Company for all system and technical issues. This designate shall be responsible for all internal communications with Broker/Agent and Broker/Agent’s personnel. Broker/Agent will be responsible for supporting its' own staff.  Broker/Agent liaison person shall make best effort to reply to all Company requests within One (1) business day.

Company Publicity
Company shall have the right, at its own expense, to refer to Broker/Agent as a user of Company services in its promotional materials.

Termination by Company
Prior to termination, Company shall provide Broker/Agent a Thirty (30) day notice of intent to terminate this Agreement. The Company reserves the right to terminate this Agreement immediately effective upon delivery of notice of termination to Broker/Agent, if Broker/Agent: (a) makes any unauthorized use or disclosure of any confidential information or otherwise breaches this Agreement; (b) takes actions which are deemed by the Company to be harmful in any way to the Company’s business; (c) files or is the subject of an involuntary filing in bankruptcy proceedings to either reorganize or liquidate the assets of the Broker/Agent; (d) violates any other provision of this Agreement; and such failure is not corrected within Ten (10) days after written notice of such failure is delivered to Broker/Agent.

Termination by Broker/Agent
Broker/Agent may terminate this Agreement with or without cause by delivering a thirty- (30) day written notice of intent to terminate. Such notice shall be delivered in accordance with this Agreement and acknowledged by the Company. Following termination of this Agreement, Company agrees to discontinue the connection specifically assigned to Broker/Agent for the purposes of this Agreement.

Liability
Company does not guarantee the data nor assume any liability for the accuracy of data provided. Company assumes no liability for the timeliness of the data resulting from acts beyond its control. Broker/Agent and Company agree that at a minimum an update shall be performed at least once in a seven day period. To the maximum extent permitted by applicable law, the Company and all parties involved in the creation and support of the system shall have no liability to Broker/Agent or any third party for special, incidental, indirect, exemplary, or consequential damages (including, but not limited to, loss of profits, goodwill or savings, downtime, damage to or replacement of programs and data) or other economic hardship arising out of the use or inability to use the system, or from any other claims based in warranty, contract, tort (including negligence), strict liability, or otherwise, even if the Company has been advised of the possibility of such claim or damage. In the event that the Company is found liable for any damages, for any reason whatsoever, the parties hereby expressly agree that to the maximum extent permitted by applicable law, the limit of the Company's liability shall not exceed the total of all fees paid by Broker/Agent to the Company during the first year of this Agreement.

Content Indemnification
Company exercises no control whatsoever over the content of information passing through its network or equipment. It is foreseeable that disputes may arise between Broker/Agent and other individuals or entities or between Broker/Agent and the Company related to such content. Broker/Agent agrees to indemnify, defend and hold harmless the Company and its related entities and their shareholders, directors, officers, employees, agents, successors and assigns (the “Indemnified Parties”) against any liability for any claims directly or indirectly arising out of the Broker/Agent's use of services provided by Company.

Transfer to Developer
A fee of $125.00 shall apply to all accounts where the developer or designer managing the account is replaced by a developer already aligned with the Company.  A fee of $225.00 shall apply to all accounts where the developer or designer managing the account is replaced by a developer not previously aligned with the Company.

Transfer of Agreement by Company
This Agreement is fully transferable by the Company and will inure to the benefit of any transferee or other legal successor to the interest of the Company herein.

Transfer of Agreement by Broker/Agent
Broker/Agent may not transfer this Agreement or the benefits hereof without approval of the Company and any and all MLS data sources designated in this Agreement. If the Broker/Agent wishes to transfer this Agreement or the benefits hereof, such notice of transfer must be given to the Company in writing at least thirty (30) days in advance of such transfer.
 
Entire Agreement
This Agreement contains the entire Agreement of the parties hereto with respect to the subject matter of this Agreement. Company may revise this Agreement at anytime and Broker/Agent shall abide by the agreement.    This Agreement shall supersede any written or verbal prior agreements in effect by and between the parties hereto.

Governing Law
The laws of the State of Oregon shall govern this Agreement.